Pierre Lambert'sPinocchio, originally published in France by Demons et Merveilles and in an English translation by Hyperion, ranks as the loveliest animation book of recent years. The pages seem to overflow with exquisitely reproduced cels, backgrounds, drawings and set-ups. Recently, two of the Nine Old Men of Disney, Ollie Johnston and Frank Thomas, who animated key scenes of the title character, sat down with animation critic Charles Solomon to discuss Lambert's work.

Charles Solomon: What were your reactions to the book?

Frank Thomas: I thought it was exceptional. When it first came out, I was amazed they would spend that much money on all of the technical aspects of putting the book together--the artwork they were able to find, the paper, the coating on the paper to get true colors, everything that Walt was trying to get in there. It didn't have quite the sparkle that I remembered in the picture, but it sure had everything else. If you like Pinocchio, this is really the place to see it.

Ollie Johnston: That's what I felt. Pinocchio has more wonderful locales than almost any other picture--almost more than Snow White, and is more refined. There are the wonderful shots of [Gustave] Tenggren's looking down on the city--just fantastic! I never get tired of looking at them. The text is good, but the art dominates the book, and it should. There are errors in the text, as in all the books.

CS: How accurate and thorough do you think the book is?

OJ: Somebody says that Eric Larson took over Fred Moore's Lampwick at the end, when he turned into a donkey, because he knew how to draw animals from living on a farm. That's not true: Fred did that stuff. I know, because I was working on a couple of scenes and worked with him.

CS: Milt did some of that too, didn't he?

OJ: He did a lot of the Pinocchios. I just did two or three scenes in there. Bill Tytla did not work on Geppetto. (To Frank) And didn't it say that you worked on the character of Alice?

FT: Probably. In reading through the book, the errors bothered me, but then I got to thinking, "Well, it's got the spirit of the thing." The quotes from the guys, even though they were wrong--if he'd gotten the right people, I think they would have said the same thing. So from one standpoint, it doesn't hurt the book. A technically accurate book is pretty hard to get, and it would be a different type of book. Of course, being a perfectionist you always think, "Why couldn't they do a book that would be all this?" Kimball gets a lot of credit on Peter Pan, for Captain Hook, but there's no mention of the Indian Chief, whom he did a very good job on.

OJ: He didn't do any of Hook.

FT: He did the Indian Chief, he did the Lost Boys.

OJ: Pinocchio lends itself to a book of this quality. We had Claude Coates, we had Tenggren. We had the animators, we had [Hugh] Hennesy and [Charlie] Philippi, those great guys. One reason, of course, for the level of quality was Walt: he was behind every idea, every character, every word, every color and literally every thing. That was the last picture he was that closely involved in.

CS: What do you think interested him in that story to begin with? In the book, he says that Walt haunted the nearby library's children's department and that's where he found it.

OJ: I'm not so sure that's correct. He probably read some of it but I don't think he read all these books.

FT: Not all the way through.

CS: I wonder what attracted Walt to the story in the first place, since the original Pinocchio is such a nasty little puppet.

FT: It has a fantasy to it that stimulated his thinking. He could always split off something that annoyed him, if he also found elements that looked good to him.

OJ: Frank and I started on a couple of scenes that never got shown. The drawing of the little puppet looked more like Freddy Moore's sketches at that time. But then they put the thing back into story (development). In the mean time, Milt came up with the more boyish puppet, who was softer and more appealing. Fred came in and said, "My god, that Milt Kahl can draw, Jesus!"

CS: What about the story of Ray Disney and the cigar?

FT: Ray didn't even seem to be part of the same family as Roy and Walt. So it was okay for him to sell his insurance. There was this big meeting in Sweatbox Four, which was this nice room with soft chairs. We were all sitting and trying to look intelligent, talking about what the Fox should be. Nobody was getting anywhere, when suddenly the door opened and there was this kid with this cigar. He didn't say anything you could understand, he just went on and on. When he closed the door, we all looked stunned. And Walt said, "There's your fox!"

CS: One of the sequences Pierre writes about is yours, Ollie: Pinocchio telling the lie and his nose growing, which is one of the key moments in the film. What do you remember about those scenes?

OJ: Well, I know I was pleased to get it. Frank did the long nose sequence at the end. I did the stuff where it was starting out to grow and he was worried about his father. When the Blue Fairy appears, he's hiding, on the floor, all the time with his hat off. Frank helped me with the drawing there.

FT: Pinocchio was constructed wrong for something like that. His head was far too big; his arms weren't short but they were right next to his legs. So usually you'd turn the head like this to get the hat within reach [he tilts his head to one side]. You'd have him touch a little bit of the brim and take it off.

OJ: I knew the scenes where his nose would start to grow was real big stuff to do. I felt like I was living a charmed life at that time, having stuff that good. Frank took over on the long stuff, and I did the last scene.

FT: It was after Ollie started on the thing that someone said, "Why don't we have some leaves come out of the nose?" That led to anothe idea, then I went up there one day, and here's a whole new chunk of the storyboard, with the bird's nest, the two eggs and the birds that popped out and flew away. I said, "Wait a minute! This can't be!" I didn't do the leaves or the birds, but I had to do Pinocchio way down here at the end of this vaulting pole, trying to balance it. If he said anything, there would be this six foot pole whipping back and forth. Different guys did the nest, the leaves and the birds--on the drafts, we had about eight names.

CS: What about "I've Got No Strings," Frank?

FT: I'd say that was mainly [Wilfred] Jackson and me. We didn't know enough about dancing to make up a dance, but we wanted to find some movie that had a simple little dance or a vaudeville comedian who had some fancy little step. We found one in somebody's version of Gilbert & Sullivan's "Mikado." It had the kick with one foot, and the other foot just coming along each time he kicked, so that looked funny.

I felt pretty strongly that it ought to be very amateurish. I was talking to Milt one day and said, "He's never rehearsed this, he doesn't know what he's going to do, he's making it up as he goes along. I'm going to have him be late on his sync on some of the words." Milt looked me and said, "Are you crazy?!? God! That's the lousiest idea I've ever heard anywhere!" I was looking at it just the other day, and when Pinocchio says, "I've got no strings, to hold me down," the gesture comes after he says, "Down." That was just what I wanted it to do, and no one has objected, although I can still hear Milt scream, "Oh for Christ's sake!"

CS: In both of those sequences you had to deal with something that's very difficult to bring off in animation: something happening to the character that he's not expecting--he trips or his nose starts to grow. There's no anticipation: the character has to be as surprised as the audience. I've seen a lot of animation where that kind of thing doesn't work, but it does in Pinocchio.

FT: We had to be aware that you couldn't anticipate a stumble, anything that happens to him. At the end of the scene, when the audience applauds him, he claps, too--this is what we do, I guess. I was looking for anything that showed he was only born last night; he had no experience to draw on. He had to be very wide-eyed and innocent-looking. When the girls in the dance start coming in, he didn't know what to make of them. That was kind of fun because the only way to make the girls different from him was to keep them staring wherever the eye was painted on. It couldn't be in the gestures, because they all were puppets together.

That was a tough battle for me, to get it tofeel like he was still a puppet and the girls were puppets, and get a balance there. We also had to get his concern about them, and get them to look like they enjoyed him or were having a good time or whatever. [To Ollie] I guess you and Eric came along with the French girls. By that time we had the thing going.

CS: Another thing that strikes me about Pinocchio is that the film doesn't pull its punches. Where it's scary--Lampwick's transformation and Monstro--it's really scary. I think a lot of recent films have tended to pull back from that kind of power.

OJ: Well the whole thing on Pleasure Island where the guy sends the donkey back, "You can still talk." Geez, this is powerful stuff.

FT: I think it could have been stronger. It's Walt's way of thinking, "Oh that's as mean as he needs to be." When he did Snow White, I think he was surprised that he was criticized for making the Witch so fearsome.

OJ: He didn't think she was going to be that believable.

FT: I think he was worried the other way, that people would hiss and boo at her, like the villain in The Drunkard.

OJ: I don't think he felt that picture was going to grab people the way it did. I don't see how he could have imagined it.

FT: On Pinocchio , he hadn't changed his mind about the Witch yet, so he was still able to get some of the strength. That's where the story was. It had gotten so believable in a strange fantasy land, with so many fantasy situations. You don't see Lampwick again--you don't have any scenes of him saying, "Don't leave me alone." There are a lot of things you could have done to dress it up. Shortly after that we were doing Bambi. The story guys wanted Bambi's mother to be seen when she was shot, falling to the ground, blood on the snow. But Walt said, "You guys don't need that."

OJ: Then they wanted to kill Thumper in the second half.

CS: A lot of people feel Pinocchio is the apex of animated features. Snow White may be warmer, there are parts of Bambi that are more beautiful and Dumbo will make you cry more readily. But in Pinocchio, everything works in a way that's never quite been equaled.

OJ: I think that's because of Walt's involvement. In the book, the author says Walt was never again as close to the stuff as he was on Pinocchio and Snow White. I think that after he got off Pinocchio and on to Fantasia, it was a different kind of a picture and a different type of involvement. When he came to Bambi, the money situation and the war were causing problems, although I think he turned out a real gem. I think this was his last major involvement.

FT: If things had gone the way he'd planned for the next ten years, there's no telling where he would have gone. He believed in Fantasia so strongly and we've talked many times, where the studio would be today if it had gone over.

CS: The way Snow White did.

FT: If there'd been no war and if there'd been money from Pinocchio.

OJ: He'd have been doing wonderful things.

FT: He would have gone out into the Field of Dreams. He wouldn't have done another picture like Pinocchio and he wouldn't have done Cinderella that was so much like Snow White. We wouldn't have done any of those pictures; they all felt to me, working with him, that he was held in. He was trying to make it the best he could, but this wasn't really what he wanted to do. During that time he was nervous.

OJ: Towards the end of that period, when he started on his locomotive, I'd see him out in the shop, and he said, "I got to get this place so it doesn't hang on one picture all the time." He knew he had to do something to put that place back on a sound footing, but it wasn't necessarily going to involve him in the way he had been involved.

Charles Solomon is an internationally respected critic and historian of animation. His most recent books include The Disney That Never Was (Hyperion, 1995), Les Pionniers du Dessin Animé Américain (Dreamland, Paris, 1996) and Enchanted Drawings: The History of Animation (Knopf, 1989; reprinted, Wings, 1994). His writings on the subject have appeared in TV Guide, Rolling Stone, the Los Angeles Times, Modern Maturity, Film Comment, the Hollywood Reporter, Millimeter, the Manchester Guardian, and been reprinted in newspapers and professional journals in the United States, Canada, France, Russia, Britain, Israel, the Netherlands and Japan.